Myovant Sciences (MYOV) M&A Case

• Myovant Sciences was acquired by Sumitovant of Sumitomo Pharma for $27.00 per share in cash via a merger transaction.

• Based on J.P. Morgan's valuations for $MYOV, Sumitovant was willing to pay $29.50 per share in a competitive bidding scenario.

• Investors suspect that they were misled in voting for a merger at a price that was less than Myovant’s full and fair value.

On October 23, 2022, Myovant and Sumitomo Pharma jointly announced that Sumitovant agreed to acquire all $MYOV stocks for $27.00 per share in cash via a merger transaction.

• Sumitovant, a wholly owned subsidiary of Sumitomo Pharma, already owned 51.76% of the Myovant common shares.

• The Proxy stated that the Merger voting was expressly conditioned on the approval of a majority of the Minority Myovant Shareholders.

Based on the valuations of Myovant conducted by J.P. Morgan, Sumitovant would have been willing to pay as high as $29.50 per share for Myovant if only the Special Committee had increased its negotiating leverage by soliciting competing bids. Instead, in consultation with Goldman and a conflicted Skadden, the Special Committee elected not to reach out to third parties, which deprived the Special Committee of negotiating leverage it could have used to secure a higher price from Sumitovant.

Taking all facts into account, Investors have reasons to suspect that Myovant and Accountables misled a majority of Minority Myovant Shareholders into voting to approve the Merger on March 1, 2023, at a price that was less than Myovant’s full and fair value.